COACHING AGREEMENT

This Coaching Agreement (“Agreement”) is entered into between:

ANDREA M. GUINTO (“Coach”) as the primary Coach and owner of Soul Flow Co., LLC (“Company”), providing coaching services

and

Person purchasing the program (“Client”)

Collectively, all parties or persons entering into this agreement will be referred to as the “Parties.” The purpose of this agreement is to detail the services to be provided by the Coach, as well as the responsibilities of the Client, as agreed to by the Parties below.

1. Services

The Client has agreed to purchase the Business Group Coaching program offered by the Coach.

The Coach agrees to provide the Client with the following services during the coaching period: (“Sessions” or “Services”):

• Online Self-Study Course Modules
• Weekly Virtual Business Coaching Calls with the Group (i.e. Zoom)

The Sessions will include coaching services in the form of pre-recorded videos, worksheets, coaching calls, energy sessions, and support via a private community group. At the time of this Agreement, the Client will have lifetime access to the Services, unless otherwise noted. The Coach reserves the right to modify the scope of services and duration of the program after written communication to the Client.

2. Payment

The Client accepts and agrees to pay for purchase of the Services:

1 payment of $4,500 USD

3. Cancellations & Scheduling

The Client understands that due to unforeseen circumstances, cancellations or requests to reschedule may need to be made.

If the Coach is unable to perform the duties under this Agreement due to illness, emergency, fire, casualty, strike, act of God, or causes beyond the control of the Coach, the Coach shall make every attempt to reschedule the Session(s).


4. Termination & Refunds

Due to the nature of the time, preparation and effort that goes into creating, delivering and providing Coach’s services and/or products, Coach does not offer any refunds on this program.

Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, 5 calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after 30 days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.


Should the Client elect to withdraw from this Agreement, the Client must notify the Coach immediately. In the event of fees owed at the time of cancellation, full payment is due. Withdrawal from the Services may be communicated to the Coach via email. Notice may be sent to the following contact information:


Andrea Guinto
drea@soulflow.co


5. Warranty

The Services to be performed hereunder are online course learning, group and individual business coaching. The Coach does not warrant in any form the results or achievements of the Services provided. The Coach warrants the Services will be performed in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. The Coach shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services described herein.

6. Earnings Disclaimer

Coach makes no claims, nor guarantees of any kind regarding the potential income
that can be generated through its communications or regarding Client’s participation in
the purchase of any of Coach’s products or participation in its programs. Past results
are not an indication or promise of Client’s individual results. Client understands and
agrees that prior results of other clients does not guarantee similar results for Client.
There is no guarantee that Client will earn any money using any of Company’s
materials, and that Client’s results are dependent solely on them. Client understands
that Coach is not liable for Client’s success or failure pertaining to their use or
implementing of Coach’s products, services or Website.


7. Disclaimer
Client understands that the relationship between Client and Coach
is not a fiduciary, legal, medical or other professional relationship. Client understands
that their participation in this Agreement and in Coach’s programs does not treat or
diagnose any illness, psychological or medical condition.

The Coach makes no warranties, whether express or implied, regarding the information, products, content, services or offers included on, by or through the Coach or its Website. To the fullest extent allowed under the law, the Coach disclaims all warranties, including warranties of fitness for a particular purpose and warranties of merchantability.


8. Ownership of Work Product

The copyright for all products, courses, journals, worksheets, instructions, or deliverables created hereunder for Client, or provided to Client, shall belong to the Coach. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of the Coach. This Agreement does not grant Client any license to any of the Coach’s products, which must be separately licensed.



9. Confidentiality

The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Confidential Information. “Confidential Information” shall mean (i) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, products, product samples, costs, sources, strategies, inventions, procedures, literature, technical advice or knowledge, contractual agreements, pricing, price lists, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, designs, drawings, work sheets, concepts, samples, inventions, manufacturing processes, computer programs and systems. All Confidential Information shall remain the property of the Disclosing Party. Further, the Coach will keep the Client’s information private, and will not share the Client’s information to any third party unless compelled to by law.

10. Indemnification
Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
11. Limitation of Liability
Except for the Parties’ Confidentiality obligations under Section 7 of this Agreement and Indemnification obligations under Section 8 of this Agreement, in no event shall either Party be liable under this Agreement to the other Party for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including but not limited to lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to good will or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. Subject to the Client’s obligation to pay the Fees to the Coach, each Party’s entire aggregate liability for any claims relating to the Services or this Agreement shall not exceed the fees paid or payable by the Client to the Coach under this Agreement in the 12 month period immediately preceding the events giving rise to such liability. This section shall survive the termination of the Agreement.

12. Coach Expectations

The Coach expects the following from the Client: (i) An open mind, honesty, trust, clear communication and perseverance; (ii) Commitment from the Client to complete any initial and/or ongoing sessions as scheduled; and (iii) Commitment from the Client to complete tasks as agreed in the Sessions.



13. Client Expectations

The Client may expect the following from the Coach: (i) the Services performed by the Coach will be performed in a professional and workmanlike manner; (ii) the Coach will complete all ongoing sessions as scheduled; (iii) the Coach will provide all ongoing online course materials as scheduled in its entirety (iv) timely response and communication as outlined in section 1 of this document.

14. Force Majeure.
Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within 5 business days of its occurrence.
15. Governing Law and Venue.
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in King’s County, New York. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
16. Attorney’s Fees
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
17. Severability.
If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
18. Survival.
Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

19. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.